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THIS REPORT HAS BEEN FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION
VIA EDGAR
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
% /X/ CHECK THIS BOX IF NO LONGER
SUBJECT TO SECTION 16. FORM 4 OR
FORM 5 OBLIGATIONS MAY CONTINUE.
SEE INSTRUCTION 1(b).
FILED PURSUANT TO SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934,
SECTION 17(a) OF THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935 OR
SECTION 20(f) OF THE INVESTMENT COMPANY ACT OF 1940
Commission File Number 000-20841
U G L Y D U C K L I N G C O R P O R A T I O N
(Exact name of registrant as specified in its charter)
Delaware 86-0721358
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
2525 E. Camelback Road,
Suite 1150
Phoenix, Arizona 85016
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (602) 852-6600
1. NAME AND ADDRESS OF REPORTING PERSON*
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Moreno, Arturo R.
2525 E. Camelback Rd., Suite 1150
Phoenix, Arizona 85016
2. ISSUER NAME AND TICKER OR TRADING SYMBOL:
Ugly Duckling Corporation/UGLY
3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (VOLUNTARY):
4. STATEMENT FOR MONTH/YEAR: 6/98
5. IF AMENDMENT, DATE OF ORIGINAL (MONTH/YEAR):
6. RELATIONSHIP OF REPORTING PERSON(S) TO ISSUER (CHECK ALL APPLICABLE)
X DIRECTOR
OFFICER 10% OWNER OTHER
7. INDIVIDUAL OR JOINT/GROUP FILING (CHECK APPLICABLE LINE)
X FORM FILED BY ONE REPORTING PERSON
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<CAPTION>
TABLE I -- NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
<S> <C> <C> <C> <C> <C> <C>
1. TITLE OF 2. TRANS- 3. TRANS- 4. SECURITIES ACQUIRED (A) 5. AMOUNT OF 6. OWNER- 7. NATURE OF
SECURITY ACTION ACTION OR DISPOSED OF (D) SECURITIES SHIP INDIRECT
DATE CODE (INSTR. 3, 4 AND 5) BENEFICIALLY FORM: BENEFICIAL
(INSTR. 8) OWNED AT DIRECT OWNER-
END OF MONTH (D) OR SHIP
INDIRECT
(MONTH/ (I)
DAY/ (A) OR
YEAR) CODE V AMOUNT (D) PRICE (INSTR. 3 AND 4) (INSTR. 4) (INSTR. 4)
Common Stock Various (unchanged) 14,444##/& D
Common Stock Various (unchanged) 10,000## I #
* If the form is filed by more than one reporting person, see Instruction 4(b)(v). Reminder: Report on
a separate line for each class of securities beneficially owned directly or indirectly.
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<TABLE>
<CAPTION>
FORM 4 (CONTINUED) TABLE II -- DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
<S> <C> <C> <C> <C> <C> <C> <C>
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1. Title of Derivative 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date Exer- 7. Title and Amount 8. Price
Security sion or action action Derivative cisable and of Underlying of
(Instr. 3) Exercise Date Code Securities Ac- Expiration Securities Deriv-
Price of (Month/ (Instr. 8) quired (A) or Date (Instr. 3 and 4) ative
Deriv- Day/ Disposed of (D) (Month/Day/ Secur-
ative Year) (Instr. 3, 4, Year) ity
Security and 5) (Instr. 5)
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Date Expira- Amount or
-------------------------- Exer- tion Title Number of
Code V (A) (D) cisable Date Shares
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NONE
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<CAPTION>
<S> <C> <C> <C>
1. Title of Derivative 9. Number of 10. Ownership 11. Nature of
Security Derivative Form of Indirect
(Instr. 3) Securities Derivative Beneficial
Beneficially Security: Ownership
Owned at End Direct (D) (Instr. 4)
of Month or Indirect (I)
(Instr. 4) (Instr. 4)
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Explanation of Responses:
% Effective 6/30/98 Mr. Moreno resigned as a Director and member of the Board of UGLY.
& Ending balance consists, in part, of 4,444 shares of UGLY restricted Common Stock issued under the UGLY Director's Incentive Plan
in 6/96 at a price per share of approx. $15.00. Generally, these shares vest 33% per year, however, Mr. Moreno fully vested on or
around his resignation as a Director of UGLY in consideration for his valuable service to UGLY while a Board member. Remaining
ending balance of securities beneficially owned were acquired outside of the Director's Incentive Plan.
# These shares of Common Stock of UGLY are owned by BNR Properties Trust ("Trust"), an irrevocable trust benefitting Mr. Moreno's
children. Mr. Moreno may be deemed to exercise sole or shared power to vote and/or dispose of the shares held by the Trust.
Notwithstanding this Form 4, Mr. Moreno disclaims beneficial ownership of the shares held by the Trust.
1) Power-of-attorney is included and made a part of this filing.
## End of month ownership is based on 5/31/98 ownership ending balance of a total of 24,444 shares (as previously reported on an
earlier Form 4). There was no change in beneficial ownership by Mr. Moreno during 6/98, however, see above for his resignation as
a Director of UGLY, effective 6/30/98.
Arturo R. Moreno
/s/ Judith A. Boyle 7/8/98
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**Signature of Reporting Person Date
By: Judith A. Boyle
Attorney-In-Fact 1)
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained
in this form are not required to respond unless the form displays a currently
valid OMB Number.
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POWER OF ATTORNEY
(A. MORENO)
I hereby appoint Steven P. Johnson, Judith A. Boyle and Steven D. Pidgeon,
and each of them, attorney-in-fact for me, each with full power of
substitution, to prepare, execute and deliver on my behalf reports required to
be filed by me pursuant to Section 16 of the Securities Exchange Act of 1934,
as amended ("Section 16"), and Rule 144 and Rule 145 under the Securities Act
of 1933 (singly or collectively ("Rule 144")). Among other things, each
attorney-in-fact is authorized to file original reports (either electronically
or otherwise), signed by me or on my behalf, on Forms 3, 4 and 5, and Form 144
with the Securities and Exchange Commission, and to provide any necessary
copies of such signed forms to The NASDAQ Stock Market and Ugly Duckling
Corporation as required by the rules under Section 16 and Rule 144 as in effect
from time to time.
This power of attorney is effective from the date hereof until June 30,
1999, unless earlier revoked or terminated.
/s/ Arturo R. Moreno
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Arturo R. Moreno
Dated: April 27, 1998
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